Terms of Business

Table of contents

  1. DEFINITIONS AND INTERPRETATION

  2. INFORMATION ABOUT US

  3. ACCESS TO AND USE OF OUR SITE

  4. BUSINESS CUSTOMERS AND CONSUMERS

  5. SERVICES LOCATION

  6. SERVICES, PRICING AND AVAILABILITY

  7. ORDERS

  8. PAYMENT

  9. PROVISION OF THE SERVICES

  10. CANCELLING THE SERVICES

  11. OUR LIABILITY

  12. COMMUNICATION AND CONTACT DETAILS

  13. COMPLAINTS AND FEEDBACK

  14. EVENTS OUTSIDE OF OUR CONTROL (FORCE MAJEURE)

  15. HOW WE USE YOUR PERSONAL INFORMATION (DATA PROTECTION)

  16. CONFIDENTIALITY

  17. OTHER IMPORTANT TERMS

  18. LAW AND JURISDICTION

INTRODUCTION

Welcome to Osome’s terms of business.

These terms of business, together with our Privacy Policy and any and all other documents provided to you by us, set out the terms under which Services are sold and provided by us to you as a business customer through our website, https://osome.com/uk/, or via our App (collectively “Our Site”).

Please read these terms of business carefully and ensure that you understand them before completing an Order for any Services from Our Site. If you do not agree to comply with and be bound by these terms of business, you will not be able to order Services through Our Site.

  1. DEFINITIONS AND INTERPRETATION

    In these terms of business, unless the context otherwise requires, the following expressions have the following meanings:

    “Account”means an account required for a user to access and/or use certain areas of Our Site (including our App) and/or to place Orders for our Services;
    “App”means our Osome application, as downloaded from the App Store or Google Play by a user to a mobile device;
    “Confidential Information”means all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly by you or us or Osome Pte. Ltd, (or any employee, consultant, officer, agent or adviser) whether before or after agreement to these Terms of business, including all information relating to the business Intellectual Property Rights, and any analysis derived from such information;
    “Contract”means a contract for the purchase and sale of Services, as explained in Part 7;
    “Data Protection Legislation”means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR, the Data Protection Act 2018 and any other national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR or Data Protection Act 2018;
    “Intellectual Property Rights”means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of Confidential Information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
    “Order”means your order for the Services;
    “Order Confirmation”means our acceptance and confirmation of your Order;
    “Unique invoice number”means the reference number for your Order;
    “Services”means the services which are to be provided by us and/or Third Party Providers to you as specified in your Order (and confirmed in our Order Confirmation); and
    “Third Party Provider(s)”means any provider of Services that is not us (or any legal entity that is part of the Osome Group).
  2. INFORMATION ABOUT US

    Our Site and our App are owned and operated by Osome Ltd, a private company limited by shares registered in England under company number 11952830 whose registered office is at 35 New Broad street, EC2M 1NH, UK..

    Osome Ltd is part of the Osome Group, which is made up of different legal entities, including Osome Pte. Ltd, a private limited company registered in Singapore with registration number 201712242C whose registered office is at 68 Circular Road, #02-01, Singapore 049422.

    These terms of use are issued on behalf of Osome Ltd so when we mention “Osome”, “we”, “us” or “our” in these terms of use, we are referring to Osome Ltd in the UK. Where we refer to Osome Pte. Ltd we refer to the Singapore entity.

  3. ACCESS TO AND USE OF OUR SITE

    Access to Our Site is free of charge, although some aspects may require you to set up an Account.

    It is your responsibility to make any and all arrangements necessary in order to access Our Site.

    Access to Our Site is provided “as is” and on an “as available” basis. We may alter, modify, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

    Use of Our Site is subject to our website Terms and Conditions Please ensure that you have read them carefully and that you understand them.

  4. BUSINESS CUSTOMERS AND CONSUMERS

    These terms of business apply to business customers only. These Terms of business do not apply to individual consumers purchasing Services for personal purposes (that is, not in business

    These Terms of business, together with our Privacy Policy and any other terms referenced in these Terms of business that are applicable to the Services ordered, constitute the entire agreement between us and you with respect to your purchase of Services from us.

    You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of us that is not set out or otherwise referred to in these Terms of business and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement in these Terms of business.

  5. SERVICES LOCATION

    1. Our Services are only available to private limited companies registered at Companies House and governed by the legislation of England and Wales.
    2. Customers from outside this area may order Services from us, however such Services can only be provided to the extent set out in the Clause 5.1.
    3. Customers ordering Services through Osome Pte. Ltd should refer to the Terms of business relating to the Terms of Services in Singapore.
  6. SERVICES, PRICING AND AVAILABILITY

    Our Services include the provision of online company incorporation, accounting and bookkeeping, we also offer business address, payroll and other related services (including filings at Companies House, HMRC and regulators) and may be a one-off or subscription-based service but will always be tailored to your specific needs. Further details about the specific Services and how they will be provided to you are contained in your Invoice.

    We make all reasonable efforts to ensure that all general descriptions of the Services available from us correspond to the actual Services that will be provided to you, however please note that the exact nature of the Services may vary depending upon your individual requirements and circumstances. Please note that this does not exclude our responsibility for mistakes due to negligence on our part and refers only to variations of the correct Services, not to different Services altogether.

    Where appropriate, you may be required to select the required package of Services. We neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming your Order. Availability indications are not provided on Our Site.

    We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes in price might affect your Order that you have already placed.

    All prices are checked by us when we process your Order. In the unlikely event that we have shown incorrect pricing information, we will contact you by email or message via our App before proceeding with your Order to inform you of the mistake and to ask you how you wish to proceed. We will give you the option to purchase the Services at the correct price or to cancel your Order (or the affected part of it). We will not proceed with processing your Order until you respond. If we do not receive a response from you within 14 calendar days, we will treat your Order as cancelled and notify you of the same in writing.

    In the event that the price of Services you have ordered changes between your Order being placed and us processing that Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.

    Fee adjustments at the different service tier . If the company raises the volume of transactions or increases the capital, we may increase your fees up to our then-current price list.

    If you are required to have additional services out of initial scope, then we issue an additional invoice, notifying you of the conditions in writing (chat or email) before providing the service.

    Prices on Our Site are shown exclusive of VAT and other applicable taxes. If the VAT rate changes between your Order being placed and us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

    By agreeing to these Terms of business you warrant to us that:

    1. where you are procuring Services on behalf of a company or other recognised legal entity, you have the requisite legal authority to do so;
    2. all information you supply to us is true and accurate and we may rely on such information without the need for further verification; and
    3. you shall not breach any of the provisions of these Terms of business.
  7. ORDERS

    Our Sales team will guide you through the ordering process via email, App or phone,. Before authorising the order (paying for an invoice). By submitting an Order you warrant to us that you:

    1. are at least 18 years of age;
    2. have read, understood and accepted these Terms of business and our Privacy Policy;
    3. are authorised to, and legally capable of, submitting the Order and entering into binding contracts; and
    4. intend to enter into a legally binding contract with us if we accept your Order.

    Our site allows you to request a call back. our sales representative is asking you questions about some parameters of the business to determine a relevant package and then sends you a quote and/or an invoice via email that you need to accept and pay in order for this sale to happen.

    Order Confirmations shall contain the following information:

    1. your Unique Invoice Number;
    2. confirmation of the Services we are committing to provide for
    3. link to current Terms of Business

    If we, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken. If we have taken payment, any such sums will be refunded to you as soon as possible and in any event within 30 calendar days.

    If Services were provided in full, there will be no refund guaranteed. Otherwise we will refund proportionally to the work not done at the date of termination of the services if no additional work is requested.

    You may change or cancel your Order at any time before we begin providing the Services by contacting us using the email accounting.uk@osome.com. If you change or cancel your Order, we will confirm all agreed changes in writing.

    We may cancel your Order at any time before we begin providing the Services in the following circumstances:

    1. the required personnel necessary for the provision of the Services are not available; or
    2. an event outside of our control (Part 14) continues for more than 30 calendar days.

    If we cancel your Order, you will be informed by email or message via the App and the cancellation will be confirmed in writing by the same method.

    If your Order is cancelled (whether by you or us), each party should have at least one month's notice and you may be required to pay any subscription fees already incurred and/or any charges for preparatory work that we have undertaken where we have reasonably incurred costs. Where we have taken payment any such refundable sums will be refunded to you as soon as possible and in any event within 30 calendar days after notice period. Any refunds due will be made using the same payment method that you used when ordering the Services. Non-refundable sums shall not be refunded under any circumstances.

    In any refund cases we will charge GPB50+VAT administrative fee.

  8. PAYMENT

    Payment for the Services will be due when you submit your Order. Price and payment details will be confirmed in the Order Confirmation. Where your Order is for a subscription-based Service you authorise us to make a debit for subscription fees for the full subscription period.

    Your chosen payment method will be as indicated in the Order Confirmation and will be charged in pounds sterling (£).

    All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

    We accept the following methods of payment on Our Site:

    1. debit or credit card;
    2. via Stripe
    3. via GoCardless and similar services

    If You do not pay for Your Service Contract in full and on time then We reserve the right to: terminate Your use of Your User Account; and/or suspend and/or terminate the performance of the Services forthwith in whole or in part.

    The Service term (in accordance with the Order Request) shall automatically extend for period of One (1) Year (“Extended Term”) at the end of the initial term and at the end of each Extended Term, and may only be terminated with at least one months’ written notice either through the Osome App or web or an email to accounting.uk@osome.com subject to the terms herein.

    If you do not make any payment to us by any due date on an invoice, Order Confirmation, subscription fee or otherwise we may charge you interest on the overdue sum at the rate of 18% per annum. Interest will accrue on a daily basis from the due date for payment until the date of full payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum. These interest provisions will not apply if you have promptly contacted us to dispute an invoice in good faith. No interest will be payable while such a dispute is ongoing. Once any such dispute is resolved, we will charge interest on correctly invoiced sums from the original due date.

    You shall remain solely liable at all times for payment of all applicable taxes.

    All invoices must be paid free from any deductions or bank charges unless agreed with us in writing prior to payment.

  9. PROVISION OF THE SERVICES

    You shall promptly provide us with all relevant information that may be required to procure and deliver the Services, in particular:

    1. you shall ensure that all instructions, information and documents are correct, complete and not misleading and, if there are any changes to the information provided, that you notify us immediately;
    2. where applicable, you will register and maintain a user account in your own name with any relevant Third Party Provider;
    3. if required you shall provide us with such unrestricted access and/or permissions in relation to any Third Party Providers’ Services or applications as we may reasonably require to perform the Services; and
    4. where applicable, you shall ensure that we are properly authorised to act on your behalf in relation to any third party as may be reasonably required to perform the Services.

    We will provide the Services with reasonable care and skill consistent with best practices and standards in this industry and in accordance with any applicable regulatory standards. We will begin providing the Services on the date agreed when you make your Order (which we shall confirm in the Order Confirmation).

    We are a digital accounting firm so we accept an electronic copy of the docs to be sent - we do not accept paper copy of bills/invoices or faxes.

    We provide timely drafts processing and reconciliation; automatic reminders to send documents and bank statements; we remind you of your deadlines and do submission on time if we have them 7 days in advance of the deadline.

    We do not store paper documents as we do not have a storage facility

    We do not hold in-person meetings with clients - you can have a call with your accountant or a bookkeeper

    We do not provide free consultations beyond the services that are paid for. you can ask for the rate before you make your decision.

    At least once every six months but not more than once every three months we will revise the package you are on. If the number of transactions and/or revenue that were used to determine the package is above or below the current values we change the package to the one you qualify for and send you the new invoice to be charged accordingly (higher or lower). In cases when the number of transactions and/or revenue provided during the onboarding is significantly different than what we see in our accounting software resulting in substantially higher work we will inform you and will revise the package with your approval before providing the services.

    We will continue providing the Services until the estimated completion date set out in the Order Confirmation. We will use best endeavours to provide the Services in a timely manner. We cannot, however, be held responsible for any delays if an event outside of our control occurs. Please refer to Part 14 for further details.

    Certain Services may be made available or accessed in connection with Third Party Providers’ services that we do not provide and whose providers we do not control. Where such Third Party Providers’ services are utilised:

    1. you understand that:
      1. different terms and conditions of use and privacy policies may apply to your use of such services and you shall agree to and fully comply with any such terms and conditions and/or policies; and
      2. we do not endorse any such Third Party Provider or any services offered by them, including any that we assist you in sourcing and we are not responsible or liable to you for any products or services of such Third Party Providers; and
    2. you shall:
      1. enter into and maintain a direct contractual relationship with such Third Party Provider without any recourse and/or liability to us;
      2. where any element of the Services are hosted on or utilise a third party website, accept and fully comply with any separate terms of use for that website; and
      3. promptly respond to any reasonable request that we make to you in connection with the Third Party Providers’ Services.

    Your ability to access accounting and bookkeeping services (e.g., Xero, Quickbooks, etc.) and legal template documentation via our Services does not establish us as a provider of accounting, bookkeeping or legal services. You should seek independent advice from a qualified professional where you are in any doubt.

    Any and all personal data processed by us (as a data processor) on your behalf (as a data controller) in the course of providing the Services shall be processed in accordance with the terms of our Privacy Policy in accordance with the requirements of the Data Protection Legislation.

    If we require any information or action from you in order to provide the Services, we will inform you of this as soon as is reasonably possible. If the information you provide or the action you take is delayed, incomplete or otherwise incorrect, we will not be responsible for any delay caused or regulatory penalty incurred as a result. If additional work is required from us to correct or compensate for a problem arising as a result of delayed, incomplete or otherwise incorrect information that you have provided or action that you have taken, we may charge you a reasonable additional sum for that work.

  10. CANCELLING THE SERVICES

    In certain circumstances, for example where there is a delay in you sending us information or taking action, we may suspend or cancel the Services (and will inform you of that suspension or cancellation by email or a message via our App).

    In certain circumstances, for example where we encounter a technical problem, we may need to suspend or otherwise interrupt the Services to resolve the issue. Unless the issue is an emergency that requires immediate action we will inform you in advance by email or a message via our App before suspending or interrupting the Services. If the Services are so suspended or interrupted you will not be required to pay for them during the period of suspension. You must, however, pay any sums that may already be due by the appropriate due date(s).

    If you do not pay us for the Services as required by Part 8, we may suspend the Services until you have paid any and all outstanding sums due. If this happens, we will inform you by email or a message via our App. This does not affect our right to charge you interest on any overdue sums.

    We always use our best endeavours to ensure that our Services are trouble-free. If, however, there is a problem with the Services please contact us as soon as reasonably possible via accounting.uk@osome.com

    We will use best endeavours to remedy problems with the Services as quickly as reasonably possible and practical. We will not charge you for remedying problems under this Part where the problems have been caused by us, or any of our agents or sub-contractors. If we determine that a problem has been caused by you, including your provision of incorrect or incomplete information or taking of incorrect action, charges detailed in this Part will apply and in addition we may charge you for the remedial work.

  11. OUR LIABILITY

    We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between:

    1. you and us (and for the purposes of this Part we shall be deemed to include Osome Pte. Ltd, and its and our affiliates, employees, agents, consultants, officers and shareholders) and where we are held to be liable our total liability to you for any and all losses arising out of or in connection with any such contract shall be capped at the value of the relevant contract payments for one year; and/or
    2. you and any Third Party Provider (and you shall fully indemnify us against any such claims),

    except that nothing in these Terms of business seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our affiliates, employees, agents consultants, officers or shareholders), for fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot be excluded or restricted by law.

  12. COMMUNICATION AND CONTACT DETAILS

    If you wish to contact us with general questions or complaints, matters relating to our Services, your Order or cancellations you may contact us via our App or by:

    1. telephone at +44 20 3318 1326;
    2. email at accounting.uk@osome.com; or
    3. post at 35 New Broad street, EC2M 1NH, UK.

    Unless you expressly indicate otherwise we shall communicate with you by email sent without encryption over the Internet. We will not be responsible for:

    1. any loss or damage arising from the unauthorised interception, redirection, copying or reading of emails, including any attachments; and/or
    2. the effect on any computer system of any emails, attachments or viruses which may be transmitted by this means.
  13. COMPLAINTS AND FEEDBACK

    We always welcome feedback from our customers and, whilst we always use all best endeavours to ensure that your experience as a customer of ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint.

    All complaints are handled in accordance with our complaints handling policy and procedure, which is available on request.

    If you wish to give us feedback about any aspect of your dealings with us, please contact us using the details in Part 13 following ways:

    1. in writing, addressed to 35 New Broad street, EC2M 1NH, UK.
    2. by email, at accounting.uk@osome.com;
    3. by contacting us by telephone on +44 20 3318 1326;
  14. EVENTS OUTSIDE OF OUR CONTROL (FORCE MAJEURE)

    We will not be liable for any failure or delay in digitally and/or physically performing our obligations where that failure or delay results from any cause, act, event, omission or non-event that is beyond our reasonable control.

  15. HOW WE USE YOUR PERSONAL INFORMATION (DATA PROTECTION)

    All personal information of yours that we may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR and the Data Protection Act 2018.

    For complete details of our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to our Privacy Policy, which includes details of our Cookie Policy.

  16. CONFIDENTIALITY

    We shall observe the following obligations:

    1. all Confidential Information will be treated as such by us at all times and we will use our best endeavours to keep such information secure;
    2. we may disclose Confidential Information to our affiliates, consultants, employees, officers, agents, Third Party Providers, regulators and/or professional advisers as necessary to perform any Contract or as required by law; and
    3. where possible we will inform you of any data security breach that may compromise your Confidential Information within 7 calendar days of us becoming aware of the breach,

    subject at all times to all relevant restrictions on privacy, data protection and disclosures as required by law.

    By agreeing to these Terms of business you agree that the obligations in this Part similarly apply to you in relation to any Confidential Information shared by us with you. In addition, you agree to return or destroy immediately (and where we request, provide evidence of such destruction) all Confidential Information and all copies of such information relating to us on termination of our relationship with you.

    All Intellectual Property Rights owned by you or us respectively prior to the date of agreement to these terms of use shall remain the property of that party. You shall not, without our written agreement, reproduce, modify, distribute, post, disclose, or otherwise use our Intellectual Property Rights or those of Osome Pte. Ltd. You shall be responsible for obtaining agreement for the use of any Intellectual Property Rights owned by a Third Party Provider or any other third party.

  17. OTHER IMPORTANT TERMS

    We may transfer (assign) our obligations and rights under these Terms of business (and under the Contract, as applicable) to a third party (this may happen, for example, if we sell our business) or to a Third Party Provider. If this occurs, you will be informed by us in writing. Your rights under these Terms of business will not be affected and our obligations under these Terms of business will be transferred to the third party who will remain bound by them.

    You may not transfer (assign) your obligations and rights under these Terms of business (and under the Contract, as applicable) without our express written permission. The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of business or any terms of the Contract. Nothing in these Terms of business shall be construed as creating the relationship of agent, employee, franchisee, joint venture or legal representative of us.

    If any of the provisions of these Terms of business are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms of business. The remainder of these Terms of business shall continue to be valid and enforceable.

    No failure or delay by us in exercising any of our rights under these Terms of business means that we have waived that right, and no waiver by us of a breach of any provision of these Terms of business means that we will waive any subsequent breach of the same or any other provision.

    Where we reasonably consider that there is a possibility of wrongdoing, either in breach of these Terms of business, any Contract or other agreement between you and us, or any potential illegal activity we may immediately suspend or cancel your access to your Account for a reasonable period whilst we investigate the matter further.

    We may revise these Terms of business at our discretion from time to time (for example in response to changes in relevant laws and other regulatory requirements). If we change these Terms of business at any time, we will display the changes on Our Site and in our App and give you (where permitted by law) at least 14 calendar days’ notice of the changes before they come into effect. If you wish to cancel a contract please contact us using the details in Part 13. You will be deemed to have accepted these changes if you continue to use our Services after the changes have been displayed for the 14-day notice period.

  18. LAW AND JURISDICTION

    These Terms of business, and the relationship between you and us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law. Any disputes concerning these Terms of business, the relationship between you and us, or any matters arising from them or associated with them (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

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